MUTUAL SEPARATION AGREEMENT

entered into between

###
(REGISTRATION NUMBER: ###)
(“CORPORATION”)

And

###
(REGISTRATION NUMBER: ###)
(“COMPANY”)

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 INDEX

1. PARTIES..................................................................................................................3
2. DEFINITIONS..........................................................................................................4
3. RECORDAL.............................................................................................................7
4. ALLOCATION OF OWNERSHIP WITH REGARDS TO CURRENT ACTIVE
STORES AND STORES TO BE TRANSFERRED.................................................7
5. DISTRIBUTION OF ASSETS..................................................................................9
6. DISTRIBUTION OF REMAINING FUNDS..............................................................9
7. ANCILLARY MATTERS.........................................................................................10
8. WARRANTIES, INDEMNITIES, GUARANTIES AND UNDERTAKINGS.............11
9. DISPOSAL OF SHARES OR MEMBERSHIP INTEREST AND LOAN ACCOUNT
……………………………………………………………………………………14
10. DELIVERY AND CLOSING ARRANGEMENTS...................................................14
11. CONFIDENTIALITY...............................................................................................15
12. INDEMNITY CLAUSE............................................................................................17
13. BREACH................................................................................................................17
14. DISPUTE RESOLUTION.......................................................................................17
15. GOVERNING LAW AND JURISDICTION.............................................................19
16. NOTICES AND LEGAL PROCESS.......................................................................19
17. INTERPRETATION................................................................................................20
18. GENERAL AND MISCELLANEOUS.....................................................................21

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1. PARTIES

1.1. ###
1.1.1. Registration Number: ###;
1.1.2. Represented by: _______________________________;
1.1.3. Registered Address: ###,
###;
1.1.4. Tel: _______________________________;
1.1.5. E-mail: _______________________________.
(hereinafter referred to as the “Corporation”)

1.2. ###
1.2.1. Registration Number: ###;
1.2.2. Represented by: _______________________________;
1.2.3. Registered Address: ###
###;
1.2.4. Tel: _______________________________;
1.2.5. E-mail: _______________________________.
(hereinafter referred to as the “Company”)

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2. DEFINITIONS

Unless otherwise expressly stated, or the context otherwise requires, the words and
expressions listed below shall, when used in this Agreement, including this introduction,
bear the meanings ascribed to them:

2.1. “Act”: means the Companies Act, No. 71 of 2008, as amended;

2.2. “Accountants” means the Accountants appointed from time to time;

2.3. “Agreement” means this Mutual Separation Agreement together with all of the
addendums and annexures hereto;

2.4. “Business Day” means any day excluding a Saturday, Sunday and Public
Holiday in the Republic of South Africa;

2.5. “Calendar Day(s)”: means any calendar day in the Republic of South Africa;

2.6. “CIPC”: means the Companies and Intellectual Property Commission of the
Republic of South Africa;

2.7. “Claims” means the Company’s claims against the Corporation on Loan Account
as at the Effective Date, which Loan Account is currently valued at 0 (Zero),
should it become clear at a later stage that any Loan Account had a debit/ credit
balance no Party will have any claim against any of the other Parties, and vise
versa;

2.8. “Company” means the Party as described in clause 1.2;

2.9. “Corporation” means the Party as described in clause 1.1;

2.10. “Confidential Information”: means any information or documentation, marked

as confidential or not, of whatsoever nature in respect of or related to the
Company whether obtained orally, electronically, magnetically, electro-
magnetically and / or in writing and including without limitation: scientific
information, Shareholder information, business or financial data, fragrance

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 information, manufacturing processes, know-how, formulae, systems and
processes, designs, sketches, photographs, plans and drawings, specifications,
sample reports and models, client lists, price lists and trade connections, studies
and findings, computer software, intellectual property, inventions, ideas or
concepts, business secrets, procedures, strategies, business plans, revenue
forecasts, marketing methods, marketing strategies, research, inventions,
knowledge and experience, trade secrets and details of existing and prospective
clients and customers, financial standing;

2.11. “Disposal” or “dispose”: means in the context of a disposal of a Share or

Membership Interest – the transfer of all or any rights making up such Share or
Membership Interest to any other person for his benefit and/or for the benefit of
others, whether such transfer is effected pursuant to a sale, exchange, donation,
distribution in specie or otherwise; or

any other transaction or event whereby such Share or Membership Interest

becomes beneficially owned by someone other than the person who was the
beneficial holder thereof immediately prior to such transaction or event taking
place; or granting, creating or allowing the Encumbrance of such Share or
Membership Interest, and “dispose” means to bring about a disposal within the
meaning of this definition;

2.12. “Electronic Communication”: means electronic communication as defined in

section 1 of the Electronic Communications and Transactions Act (Act no. 25 of
2002);

2.13. “Effective Date” means 1 March 2022, notwithstanding the fact that the
Signature Date occurred at a later stage;

2.14. “Loan Accounts” means the loan accounts held by the Corporation against the
Company as at the Effective Date, and vise versa;

2.15. “Membership Agreement”: means an agreement which governs the relationship

and affairs between the members of the Corporation;

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2.16. “Membership Interest” mean the interest that the members have in the
Corporation;

2.17. “Parties” mean the parties to this Agreement and “Party” shall refer to either one
of them as the context requires;

2.18. “Prime Rate” The rate of interest (compounded monthly in arears) from time to
time published by Absa Bank Limited as its prime overdraft lending rate (a
certificate from any manager of that bank, whose appointment or authority need
not be proved, as to the prime rate at any time and the usual way in which it is
calculated and compounded at such time shall, in the absence of manifest or
clerical error, be final and binding on the Parties);

2.19. “Share” means one of the units into which the proprietary interest in the
Company is divided;

2.20. “Shareholder” means the holder of a Share and who is entered as such in the
Securities Register, subject to the provisions of section 57 of the Act;

2.21. “Shareholders Agreement”: means an agreement which governs the

relationship and affairs between the Shareholders of the Company;

2.22. “Signature Date” means the date on which this Agreement is signed by the
Party signing last in time; and

2.23. The following documents is an annexure to this Agreement and constitutes an

integral part thereof:

2.23.1. Annexure “A”: Director’s Resolution of the Company;

2.23.2. Annexure “B”: Shareholders Resolution of the Company;

2.23.3. Annexure “C”: Members Resolution for the Corporation;

2.23.4. Annexure “D”: Creditors List;

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 2.23.5. Annexure “E”: Asset list;

2.23.6. Annexure “F”: Identified Retrenchments;

2.23.7. Annexure “G”: Business Debtors.

3. RECORDAL

3.1. The Ganz family and the Van Greunen family have agreed to terminate their
working relationship and proceed to trade independently from one another,
following the finalization of certain aspects.

3.2. It is recorded that Astra Furnishers (Trading Name) (“the Business”) is wholly
owned by the Corporation and the Company, collectively.

3.3. It is agreed that the Corporation after conclusion of this transaction will as a
whole be controlled by the Van Greunen family.

3.4. It is agreed that the Company after conclusion of the transaction will as a whole,
be controlled by the Ganz family, alternatively by a nominated entity.

3.5. A sale of membership interest in the Corporation and a sale of shares agreement
in the Company will be concluded and form part of this transaction as a whole.
The aforesaid transactions and this transaction will be regarded as one single
indivisible transaction, the one cannot be executed without the other.

3.6. The Parties wish to record the terms and conditions of their Agreement in writing
as they hereby do.

4. ALLOCATION OF OWNERSHIP WITH REGARDS TO CURRENT ACTIVE STORES

AND STORES TO BE TRANSFERRED

4.1. The Parties agree that upon the conclusion of the transaction as a whole the
Corporation will have ownership over the stores located in the following cities:

4.1.1. Bronkhorstspruit;

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 4.1.2. Delmas;

4.1.3. Leandra;

4.1.4. Secunda;

4.1.5. Emba;

4.1.6. Kriel;

4.1.7. Ogies;

4.1.8. Mamelodi;

4.1.9. Ezakheni;

4.1.10. Phola;

4.1.11. Vezu;

4.1.12. Kwagga;

4.1.13. Groblersdal.

4.2. The Parties agree that upon conclusion of the transaction as a whole the
Company will have ownership over the stores located in the following cities:

4.2.1. Nelspruit;

4.2.2. Kamaqhekeza;

4.2.3. Hazyview;

4.2.4. Moutsiya

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 4.2.5. Middelburg (subject to Clause 4.3 below);

4.2.6. Witbank (subject to Clause 4.3 below).

4.3. Stores situated in Middelburg and Witbank trading under the name of Astra
Furnishers currently owned by the Corporation, will within reasonable time and in
terms South African legislation be transferred to the Company. The Parties
specifically undertake to comply with all legislation to which the transfer of
ownership may apply to, such as:

4.3.1. Labour Relations Act, Act 66 of 1995;

4.3.2. Insolvency Act, Act 24 of 1936.

4.4. It is agreed that the Parties will use their best endeavours to give effect to clause
4.3 and to finalise same by no later than 6 (six) months after Effective Date. Cost
of the aforesaid procedure will be paid in equal parts by the Corporation and the
Company.

5. DISTRIBUTION OF ASSETS

All movable and immovable assets will remain in the possession of the Corporation and
Company respectively, except if stated otherwise in this Agreement, as these assets are
in the possession of each party. The Corporation and Company respectively assumes
free and unhindered ownership and possession of all the movable assets from the
Effective Date.

6. DISTRIBUTION OF REMAINING FUNDS

6.1. For purposes of this Agreement it is specifically agreed and confirmed that:

6.1.1. any credit and/or debit Loan Accounts which the Company had in the
Corporation and vice versa, is settled in full;

6.1.2. all claims which existed against the Company by the Corporation, of any
nature and vice versa, have been settled in full.

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7. ANCILLARY MATTERS

The Parties agree to the following arrangements:

7.1. It is agreed that from the Effective Date the Company will not be using the
allocated e-mail address owned by the Corporation. The allocated e-mail address
may specifically not be used to conduct any future business with any clients of
the Corporation.

7.2. It is agreed that from the Effective Date each entity will only have access to its
own bank account.

7.3. The Corporation and the Company respectively, shall resume the sole
responsibility to maintain the necessary insurance policies, debit orders, and any
other obligations the Corporation or the Company may have, as agreed from time
to time.

7.4. The Corporation and the Company respectively shall and do assume and agrees
to resume all the obligations of the Corporation and Company respectively and to
perform all of the agreements, and to perform all of the outstanding contracts and
agreements required to be performed by the Corporation or Company, subject to
ownership of certain stores being transferred from the Corporation to the
Company as per this Agreement. The Corporation furthermore agrees to
indemnify and save and hold harmless the Company against any claim or claims
that may arise by reason of such obligations, or agreements, or any other claims,
and vice versa.

7.5. The Corporation shall take and accept control of the business of the Corporation
on the Effective Date. The members of the Corporation furthermore accepts all
risk therein at the same degree, percentage and ratio that the members has
Membership Interest in the Corporation in terms of this Agreement, after the
Effective Date.

7.6. The Company shall take and accept control of the business of the Company on
the Effective Date. The shareholders of the Company furthermore accepts all risk

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 therein at the same degree, percentage and ratio that the shareholder has shares
in the Company in terms of this Agreement, after the Effective Date.

8. WARRANTIES, INDEMNITIES, GUARANTIES AND UNDERTAKINGS

8.1. The Parties undertake that upon conclusion of this transaction, subject to the
timelines and dates to achieve certain objectives as indicated in this Agreement
together with the separately concluded Sale of Shares Agreement and Sale of
Membership Interest Agreement that form part of this Agreement as a whole, that
the Company would hold 33,8% (Thirty-Three comma Eight Percent) of the
business value trading as Astra Furnishers under the Company and the
Corporation collectively. The aforesaid 33,8% (Thirty-Three comma Eight
Percent) will consist of:

8.1.1. The 6 stores as indicated in clause 4;

8.1.2. Vehicles as per Asset list;

8.1.3. Warehouse and office equipment as per Asset list;

8.1.4. Langebaan property situated at ###, to be transferred into the name of

### on or before _____________________. The aforesaid property
includes the Ford Ranger, linen, cutlery, crockery, furniture and
appliances. The cost to transfer, including VAT and transfer duties will be
paid by the ### and the Corporation, in proportion 33.8% by #### and
66.2% by the Corporation.

8.1.5. Cash in the amount of R### (####), to be paid by the Corporation in 30

(Thirty) monthly instalments to the Company, linked at interest at Prime
Rate.

8.1.6. Debtors’ value as at the Effective Date to be transferred in accordance

with the list of the business debtors which is attached to this Agreement.

8.2. The Parties undertake and agree that any disbursements due and payable in the
future with regards to CCMA and/or Labour matters which arose before the

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 Effective Date, will be settled by the Corporation and Company in the following
proportions:

8.2.1. Company: 33,8% (Thirty-Three comma Eight Percent)

8.2.2. Corporation: 66,2% (Sixty-Six comma Two Percent)

8.3. The Parties agree that any disbursements/payments due to retrenchments of

employees, either employed under the Corporation or the Company, as a result
of this transaction will be paid in equal shares by the Corporation and the
Company, subject thereto that such retrenchments are identified before signing
this Agreement. Identified Retrenchments are listed and attached to this
Agreement.

8.4. The Corporation and Company undertake and warrant that they will not be
permitted to trade nor open a new store in a town/city, in which the other Party
already owns a store as of 1 March 2022.

8.5. For March 2022 and April 2022, the Corporation undertake to be liable to
contribute to 66,2% (Sixty-Six comma Two Percent) and the Company
undertakes to be liable to contribute 33,8% (Thirty-Three comma Eight Percent)
of the expenses in regard to the Middelburg warehouse. The expenses are
limited to:

8.5.1. Lease amount;

8.5.2. Internet cost;

8.5.3. Telephone cost;

8.5.4. Security cost;

8.5.5. Warehouse manager salary;

8.5.6. Salary of 2 Assistant managers.

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8.6. The Corporation will be liable to pay and carry 66.2% (Sixty-Six comma Two
Percent) and the Company will be liable to pay and carry 33.8% (Thirty Three
comma Eight Percent) of the business’s outstanding creditors amount, as at 28
February 2022. The exact creditors have been identified in an annexure attached
hereto as the Creditors List, which the Company undertake to pay in full and
within the payment terms, as agreed upon by the Parties in respect of a payment
plan.

8.7. It is agreed that all surety/guarantee agreements entered into by the directors
and/or shareholders of the Company, on behalf of the members of the
Corporation, will be cancelled alternatively if not possible, be transferred to the
members of the Corporation by no later than 1 August 2022. The members of the
Corporation and the directors and/or shareholders of the Company undertakes to
take all possible steps to comply and give effect to this clause. The Corporation
and its members hereby indemnify the directors and/or shareholders of the
Company against all and any claims in which the directors and/or shareholders of
the Company provided security in the form of a suretyship and/or guarantee on
behalf of the Corporation and its members, and vice versa.

8.8. The Company warrants and guarantees that the Company will no longer trade
under any brand which includes the word or sounds similar to the word “ASTRA”.
The Company agree to remove the word ASTRA from all current branding,
marketing/advertising material, stationary and business relating material. It is
specifically agreed that the Company will change its registered name accordingly.
The aforesaid changes will be made within 6 months from the Effective Date.

8.9. The Company warrants and guarantees that the Company will no longer utilise
the current logo nor slogan of the business trading as Astra Furnishers, nor would
they utilise a similar logo and slogan. The Company agree to change all logos
and slogans currently used by the Company. The aforesaid changes will be made
within 6 months from the Effective Date.

8.10. The Company warrants that the Corporation will solely and exclusively be entitled
to use the word ASTRA and the current slogan and logo. It is specifically agreed
that the Corporation may exclusively trade as Astra Furnishers.

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 8.11. The Company agree that the Corporation would suffer immense harm to its
business, should they fail to comply with clause 8.8, 8.9 and 8.10.

8.12. Each term in this clause 8, is regarded to be material.

9. DISPOSAL OF SHARES OR MEMBERSHIP INTEREST AND LOAN ACCOUNT

9.1. The Parties record that:

9.1.1. The Corporation shall be responsible for payment of any securities

transfer tax that may be payable in respect of the transfer of the
Membership Interest; and

9.1.2. The Company shall be responsible for payment of any securities transfer
tax that may be payable in respect of the transfer of the Shares.

9.2. Should any of the matters mentioned in clause 9.1 occur in the future it will be
discussed and agreed between the parties in a bona fide manner regarding the
amounts payable.

10. DELIVERY AND CLOSING ARRANGEMENTS

10.1. On the Effective Date, the Corporation and Company shall at its own cost:

10.1.1. instruct the Accountants of the Corporation and Company to amend the
securities register of the Corporation and Company to reflect the transfer
of the Membership Interest or Shares and Loan Account in accordance
with this Agreement; and

10.1.2. cause the necessary returns and information to be forwarded to the

Receiver of SARS, CIPC and to any other authority having jurisdiction,
recording the change in the Membership Interest or Share including
directorship of the Corporation or Company provided for in this
Agreement; and

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 10.1.3. cause the original membership interest certificates and share certificates
issued in the name of the sellers to be cancelled and simultaneously
therewith cause a membership interest certificate or new share certificate,
reflecting the issue of the Transfer of Membership Interest or Shares to
the purchasers, to be issued;

10.2. Notwithstanding the date of delivery of the membership interest certificates or

share certificates referred to in this clause 10, the date of the transfer of the
Membership Interest or Shares and Loan Account shall be the Effective Date.

10.3. All benefits including effective control and authority in the Corporation or
Company shall pass to the respective Parties from the Effective Date. In
particular the Corporation and Company respectively shall be entitled to:

10.3.1. exercise all voting rights with respect to the Membership Interest or
Shares; and

10.3.2. receive all dividends in respect of the Membership Interest or Shares.

11. CONFIDENTIALITY

11.1. The Parties acknowledges that Confidential Information was supplied, transferred
and/or disclosed to themselves by virtue of the fact that both holds Membership
Interest and/or Shares in the Corporation and/or Company. The Parties
accordingly, with the view of safeguarding the Corporation and Company in
respect of any possible losses or damages which may arise as a consequence of
the disclosure of the Confidential Information, undertakes to keep such
Confidential Information strictly private and confidential and further undertakes
not to disclose, without the prior written consent of all the other Parties hereto,
such Confidential Information to any third party.

11.2. The Parties record that any disclosure of the Confidential Information by any of
the Parties without the requisite authority and approval to do so, as provided for
in clause 11.1 above, will cause the other Parties to this Agreement to suffer
considerable damage.

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 11.3. The Parties, in light of that stated in clause 11.2 above, agrees to hold the
Confidential Information in the strictest confidence, to prevent any copying
thereof by whatever means and not to disclose or make available such
Confidential Information to any person / entity or make use and agrees not to
release or disclose such Confidential Information to any third party.

11.4. The Parties shall take such precautions as may be reasonably necessary to
procure that the secrecy and confidentiality of the Confidential Information is
strictly maintained.

11.5. The undertaking and obligations contained in this clause 11 does not apply to
information which:

11.5.1. Is publicly available at the date of disclosure or thereafter becomes

publicly available from sources other than the other Party to the
Agreement; and

11.5.2. Is required by law or any regulatory authority to be disclosed;

11.5.3. Is disclosed to the clients mentioned in terms of clause 4.1.

11.6. The provisions of this clause shall endure indefinitely.

11.7. This clause 11 shall be binding on the Parties and their respective agents,
nominees, assigns, advisors and the like (the Parties is obliged to procure that
each of the said persons or entities to which Confidential Information is disclosed
shall be bound by a similar confidentiality undertaking than contained in this
Agreement).

11.8. Neither Party shall make any public announcement relating to this Agreement,
unless agreed to in writing by the other Parties which consent shall not be
unreasonably withheld.

12. INDEMNITY CLAUSE

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 12.1. The Corporation hereby indemnifies the Company from any and all claims and/or
liabilities, which a third party may have against the Corporation which was not
specifically mentioned in this Agreement, the Sale of Membership Interest
Agreement and/or the Sale of Shareholding Agreement, and vice versa.

13. DUTIES, TAXES AND COSTS PAYABLE

13.1. All costs, charges and expenses of whatsoever nature which may be
incurred by any Party in the drafting, negotiation and/or amending this
Agreement will be paid by the Parties in equal shares by the Corporation
and Astra Furnishers (Pty) Ltd.

14. BREACH

14.1. Should a Party (“the Contravening Party”) fail to comply with any term of or
condition of this Agreement, the other Party (“the Aggrieved Party”) will be
entitled to notify the Contravening Party in writing thereof to amend such default
and if the Contravening Party fails to amend the said default within 7 (seven)
Calendar Days after receipt of such notice, the Aggrieved Party will be entitled to,
without any further notice and without prejudice of his other rights:

14.1.1. to insist on specific performance of the Contravening Party of his duties in

accordance with this Agreement and to claim damages from him.

14.2. The Contravening Party will be responsible for payment of all charges and
expenses incurred by the Aggrieved Party for enforcing its rights or claiming any
amount in terms of this Agreement, including, all legal costs on an attorney and
own client scale, collection commissions and fees of tracing agents.

15. DISPUTE RESOLUTION

15.1. Any unresolved dispute between the Parties arising out of or in connection with
this Agreement, including, its existence, application, breach, interpretation,
validity, termination or cancellation, shall be submitted to and decided by
arbitration in terms of the relevant laws of the Republic of South Africa, subject to
the following provisions:

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 15.1.1. The tribunal shall consist of a single arbitrator;

15.1.2. The arbitration proceedings shall be conducted in accordance with the

formalities and/or procedures determined by the arbitrator;
15.1.3. The arbitration shall be held in Pretoria, as determined by the arbitrator;

15.1.4. The language of the arbitration shall be English;

15.1.5. The arbitrator’s decision shall be binding and shall not be appealable to
any court in any jurisdiction, save as agreed to by the Parties in writing.
Any Party may however enter any decision of the arbitrator in any court
having competent jurisdiction;

15.1.6. The Parties shall endeavour to ensure that the arbitration is completed
within 90 (ninety) days after notice requiring the claim to be referred to
arbitration is given;

15.1.7. The decision of the arbitrator shall be in writing. The arbitrator shall give
reasons for his award;

15.1.8. The proceedings and decision shall be confidential to the Parties and their
advisers;

15.1.9. The arbitrator shall be a practicing attorney or advocate of not less than
10 (ten) years standing or a retired judge, who, in the absence of
agreement reached within 14 (fourteen) days of the arbitration being
demanded, shall be appointed by AFSA.

15.2. Notwithstanding the provisions of this clause 15:

This arbitration clause shall not preclude a Party from seeking urgent relief in a court of
appropriate jurisdiction, where grounds for urgency exist.

16. GOVERNING LAW AND JURISDICTION

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 The law governing this Agreement, including without limitation its interpretation and all
disputes arising out of this Agreement, is the law of South Africa. The Parties submit to
the exclusive jurisdiction of the South African courts in respect of any matter arising form
or in connection with this Agreement, including its termination.

17. NOTICES AND LEGAL PROCESS

17.1. Each Party chooses as his/its address for all purposes under this Agreement
(“chosen address”), whether for serving any court process or documents, giving
any notice, or making any other communications of whatsoever nature and for
any other purpose arising from this Agreement (“notice”), as the address
stipulated in clause 1 above

17.2. Any notice required or permitted under this Agreement shall be valid and effective
only if in writing;

17.3. Any Party may by notice to the other Party change his/its chosen address to
another physical address in the Republic of South Africa and such change shall
take effect on the seventh day after the date of receipt by the last Party receiving
the notice;

17.4. Any notice to a Party contained in a correctly addressed envelope and delivered
by hand to a responsible person during ordinary business hours at his/its chosen
address, shall be deemed to have been received on the date of delivery;

17.5. Any notice to a Party contained in a correctly addressed envelope and delivered
by registered post to a Party’s chosen address, shall be deemed to have been
received on the seventh day after posting;

17.6. Notwithstanding anything to the contrary herein, a written notice actually received
by a Party, including a notice sent by telefax or e-mail, shall be an adequate
notice to him/it notwithstanding that it was not sent or delivered to his/its chosen
address.

18. INTERPRETATION

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18.1. Clause and paragraph headings are for purposes of reference only and shall not
be used in interpretation;

18.2. Unless the context clearly indicates a contrary intention, any word connoting:

18.2.1. Any gender includes the other two genders;

18.2.2. The singular includes the plural and vice versa;
18.2.3. Natural persons include artificial persons and vice versa;
18.2.4. Insolvency includes provisional or final sequestration, liquidation or judicial
management.

18.3. When any number of days in prescribed such number shall exclude the first and
include the last day unless the last day falls on a day which is not a Business
Day, in which case the last day shall be the next succeeding Business Day;

18.4. A reference to an enactment is a reference to that enactment as at the date of

signature hereof and as amended or re-enacted from time to time;

18.5. The rule of interpretation that a written Agreement shall be interpreted against the
party responsible for the drafting or preparation of that Agreement shall not apply;

18.6. If any provision in a definition is a substantive provision conferring rights or

imposing obligations on any Party, notwithstanding that it is only in the definition
clause, effect shall be given to it as if it were a substantive provision in the body
of the Agreement;

18.7. The eiusdem generis rule shall not apply and accordingly, whenever a provision
is followed by the word “including” and specific examples, such examples shall
not be construed so as to limit the ambit of the provision concerned;

18.8. Where any term is defined within the context of any particular clause in this
Agreement, then, unless it is clear from the clause in question that the term so
defined has limited application to the relevant clause, the term so defined shall
bear the meaning ascribed to it for all purposes in terms of this Agreement,
notwithstanding that the term has not been defined in the definition clause.

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 18.9. Where figures are referred to in numerals and in words, and there is any conflict
between the two, the words shall prevail, unless the context indicates a contrary
intention.

19. GENERAL AND MISCELLANEOUS

19.1. SOLE RECORD OF AGREEMENT

This Agreement constitutes the sole record of the Agreement between the Parties with
regard to the subject matter hereof. No Party shall be bound by any express or implied
term, representation, warranty, promise or the like not recorded herein.

19.2. NO AMENDMENTS EXCEPT IN WRITING

No addition to, variation of, or agreed cancellation of, this Agreement (including the
provisions of this clause) shall be of any force or effect unless in writing and signed by or
on behalf of the Parties.

19.3. WAIVERS
A Party shall not be regarded as having waived, or be precluded in any way from
exercising, any right under or arising from this Agreement by reason of having at any
time granted any extension of time for, or having shown any indulgence to the other
Party, with reference to any payment or performance hereunder, or having failed to
enforce, or delayed in the enforcement of, any right of action against the other Party.

No extension of time or waiver or relaxation of any of the provisions or terms of this

Agreement or any agreement, bill of exchange or other document issued or executed
pursuant to or in terms of this Agreement, shall operate as an estoppel against any Party
in respect of its rights under this Agreement, nor shall it operate so as to preclude such
Party thereafter from exercising its rights strictly in accordance with this Agreement.

19.4. SURVIVAL OF OBLIGATIONS

Any provision of this Agreement, which contemplates performance of observance
subsequent to any termination or expiration of this Agreement, shall survive any
termination or expiration of this Agreement and continue in full force and effect.
19.5. APPROVALS AND CONSENTS
An approval or consent given by a Party under this Agreement shall only be valid if in
writing and shall not relieve the other Party from responsibility for complying with the

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requirements of this Agreement nor shall it be construed as a waiver of any rights under
this Agreement except as and to the extent otherwise expressly provided in such
approval or consent, or elsewhere in this Agreement.

19.6. SEVERABILITY
Any provision in this Agreement which is or may become illegal, invalid or
unenforceable, for any reason whatsoever, in any jurisdiction affected by this Agreement
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability and shall be treated pro non scripto (as not written in the Agreement)
and severed from the balance of this Agreement, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such provision in
any other jurisdiction.

Should any provision of the Agreement be found to be illegal, invalid or unenforceable,

then the Parties will act in good faith in order to validate or otherwise render such
provisions valid, binding, enforceable and will do all things necessary to amend this
Agreement accordingly. The remaining provisions of the Agreement shall however
remain in full force and effect.

19.7. SIGNATURE
This Agreement is signed by the Parties on the dates and at the places indicated
opposite their respective names. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall be taken
together and deemed to be one instrument.

The Parties agree to perform all actions that may be necessary for the proper execution
of all the terms of this Agreement.

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Signed at _______________ on this the ______ day of _______________ 2022.

___________________ __________________________
As Witness: The Corporation

Signed at _______________ on this the ______ day of _______________ 2022.

___________________ __________________________
As Witness: The Company

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